Delta, British Columbia, July 25, 2017/Acana Capital Corp. [CSE:ACM/FF:711] (the “Company” or “Acana”) is pleased to announce that it has entered into a letter of intent (the “LOI”) with Blockchain Technology Group Inc., doing business as Blockchain Intelligence group (BIG”) . The LOI contemplates a business combination transaction (the “Acquisition”) pursuant to which Acana will acquire all of the issued and outstanding common shares of BIG (the “BIG Shares”) in exchange for 27,000,000 post-consolidated common shares of Acana (the “Acana Shares”) plus the issuance of 1,612,500 incentive stock options, 3,579,089 share purchase warrants and the issuance of up to 13,000,000 performance warrants exercisable upon BIG meeting certain fiscal metrics following the closing of the Acquisition. The Acquisition is an arm’s length transaction and is expected to constitute a fundamental change under the policies of the Canadian Securities Exchange (the “CSE”).
BIG is headquartered in Vancouver, BC, Canada and is an information technology company. As a developer of blockchain technology solutions, search and data analytics, BIG’s proprietary platforms will globally target Governments, Law Enforcement and the FinTech sector. BIG presently has two products; QLUE and BitRank. QLUE is an API (application program interface) platform for law enforcement to aid in the fight against financial crimes involving Bitcoin. It incorporates various techniques and advanced search algorithms to detect suspicious activitywithin Bitcoin transactions use of “dark web” tools such as TOR and othermethods commonly used by criminals to cover illegal activities. BitRank is a wallet scoring system that uses seach and analytics systems to determine a safety level of a Bitcoin transaction by ranking the wallets involved in the transaction on the blockchain. Additional information is available on the BIG website at www.blockchaingroup.io.
Details of the Acquisition
The LOI sets out certain terms and conditions pursuant to which the proposed Acquisition will be completed. The Acquisition is subject to the parties successfully entering into a definitive business combination agreement (the “Definitive Agreement”) in respect of the Acquisition on or before September 8, 2017, or such other date as Acana and BIG may mutually agree.
The LOI also contemplates other material conditions precedent to the closing of the Acquisition (the “Closing”), including the completion of an equity financing to raise minimum gross proceeds of $2,500,000 (the “Concurrent Financing”), customary due diligence, receipt of all necessary regulatory, corporate and third party approvals, compliance with all applicable regulatory requirements, and all requisite board and shareholder approvals being obtained.
Certain of the Acana Shares issuable pursuant to the Acquisition may be subject to escrow requirements pursuant to the CSE policy and hold periods as required by applicable securities laws.
Current Share Structure
BIG currently has 20,156,814 BIG Shares issued and outstanding, common share purchase warrants entitling holders to acquire 3,579,089 BIG Shares, options to purchase up to 1,612,500 BIG Shares and, immediately prior to closing, performance warrants entitling the holders to acquire 13,000,000 BIG Shares. In exchange for the outstanding BIG shares, Acana will issue 27,000,000 shares of Acana and will issue new dilutive securities in exchange for the outstanding options, warrants and performance warrants on a 1:1 ratio.
The Concurrent Financing will raise gross proceeds of $2,500,000 at a price of $0.25 per share on a non brokered basis. Acana will pay finder’s fees to eligible finders in connection with the Concurrent Financing. Additional terms of the Concurrent Financing will be announced when further details are available.
The Company is also pleased to announce that Messrs. Spiros Kletas and Kevin Ma have joined its team to assist with the proposed Acquisition. Mr. Kletas will sit on the Company’s board of directors and Mr. Ma will hold the position of Chief Financial Officer in place of Cathy Hu, who has stepped away in order to better focus her energies on personal projects.
Mr. Spiros Kletas, has been working with public companies for the last eleven years, primarily in the junior mining sector. His strength and focus has been in company corporate development, raising of capital and market awareness. He has been involved with capital raises in excess of $200 million to date and has developed an extensive network of institutional, brokerage, retail and industry contacts both in Europe and North America. He was a founding Director and CEO of Cobaltech Mining, currently being acquired by First Cobalt.
Kevin Ma is a Chartered Accountant certified by the Chartered Professional Accountants of British Columbia, and holds a Diploma in Accounting and a Bachelor of Arts degree from the University of British Columbia. He is a senior financial professional specializing in corporate finance, public company reporting and regulatory compliance in Canada and United States, strategic planning, financial management, and capital markets for the past 10 years. Mr. Ma has worked with a broad spectrum of industries in natural resources, software, security, and a variety of industrial projects for both SME and multi-national companies in the private and public arenas. He was a core member of the senior management team at Alexco Resource Corp. that put the Bellekeno Mine into commercial operations in 2011 in the historic Keno Hill Silver District, Yukon Territory, Canada. Further, he assisted the Alexco team in completing over $100 million financing, including a $50 million silver stream sales to Silver Wheaton Corp. He is currently the Principal of Skanderbeg Financial Advisory Inc., a professional corporation, which provides corporate finance and strategic advisory services to public and private enterprises and is also currently acting as Director for Carl Data Solutions Inc. (CSE: CRL) and Molori Engery Inc (TSXV: MOL), CFO for First Cobalt Corp. (TSXV: FCC) and Kenadyr Mining (Holdings) Corp. (TSXV: KEN) and, a senior officer and director for several privately held companies.
Disclosure and Caution
Further details about the proposed Acquisition and the Concurrent Financing will be provided in a comprehensive press release when the parties enter into the Definitive Agreement and in the disclosure document to be prepared and filed in respect of the Acquisition. Investors are cautioned that, except as disclosed in the disclosure document, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon.
All information provided in this press release relating to BIG has been provided by management of BIG and has not been independently verified by management of the Company. As the date of this press release, the Company has not completed the Definitive Agreement and readers are cautioned that there can be no assurances that the Definitive Agreement will be executed, or that the Acquisition will be completed as proposed or at all.
These securities have not and will not be registered under United States federal or state securities laws and may not be offered or sold in the United States or to a U.S. Person unless so registered, or an exemption from registration is relied upon. This news release does not constitute an offer of securities for sale in the United States.
CSE has not reviewed this news release and do not accept responsibility for the adequacy or accuracy of the content of this news release.
ON BEHALFOF THE BOARD
Certain statements contained in this release may constitute “forward–looking statements” or “forward-looking information” (collectively “forward-looking information”) as those terms are used in the Private Securities Litigation Reform Act of 1995 and similar Canadian laws. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated”, “anticipates” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the business of the Company, the Property, financing and certain corporate changes. The forward-looking information contained in this release is made as of the date hereof and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.